HomeMy WebLinkAbout12-17-2019 Construction funding agreement for Prado Interchange Overpass of Hwy 101 with SLO CountyADMINISTRATIVE OFFICE
To: [}BFek|OhDsOD,City Manager
Ti0l BO[hUDl, Deputy [)i[e[1U[
From: EmilyJackson, Division Manager
Date: 1/16/20
Subject: Hwy 101 /Prado Road Funding Agreernent
Derek and Tim-
Attached isanoriginal, executedcopyofthefund|ng agreement related tothe Cou»ty's
contribution towards the City's project to construct the Hwy 101 /Prado Road Overpass.
Please let me know if you need anything else.
County ofSan Luis Obispo Government Center
1O55Monterey St,Ste. D43U I San Luis Obispo, [A934O8 1 (P)8O5'781'5O11 1 (R8O5'781'5U23
admin@co.s|oza.us I domounty.cu.gov
AGREEMENT BETWEEN THE COUNTY OF SAN LUIS OBISPO
AND THE CITY OF SAN LUIS OBISPO
THIS AGREEMENT made and entered into on De&m)D q by and between the
County of San Luis Obispo (hereinafter referred to as the "County") and the City of San Luis
Obispo (hereinafter referred to as the "City").
WITNESSETH:
WHEREAS, County has committed to contributing funds to the City for work related to
the construction of the Highway 101/Prado Road Interchange Overpass ("Project"), detailed in the
Scope of Work ("Exhibit "A") attached hereto; and
WHEREAS, on October 3, 2017, the Board of Supervisors approved the commencement
of negotiations with the City of San Luis Obispo for the exchange of property tax revenue related
to Annexation No. 80 to the City to enable the City to implement the San Luis Ranch Specific
Plan, which will consist of small -lot single family, multi -family residential, commercial, open
space and organic agriculture uses; and
WHEREAS, on April 3, 2018, the Board of Supervisors accepted the negotiated exchange
of property tax revenues with the City, consistent with the County's standard tax exchange
agreement as established by Resolution 96-158 on April 23, 1996; and
WHEREAS, the City Council approved the negotiated exchange of tax revenues on May
1" ,2018; and
WHEREAS, separate from the negotiations over the exchange of property tax revenues
related to the San Luis Ranch development, the County committed to contributing $1,435,260
towards the City's Project; and
WHEREAS, the County has set aside funds in a designation earmarked specifically for
this purpose; and
WHEREAS, the County's contribution is intended to supplement the amount of regional
share of the Project that will be paid by the San Luis Obispo Council of Governments (SLOCOG),
based upon the regional traffic that will be generated by the San Luis Ranch development; and
WHEREAS, the Board of Supervisors wishes to contribute funds towards the Project to
be used solely for work related to the construction of the overpass; and
WHEREAS, the County's contribution will be made upon the County's receipt of an
invoice and written notification of the City's intent to initiate the Plans, Specifications and
Estimates (PSE) and Right of Way (R/W) phases of the Project, currently anticipated to be on or
about May 1, 2020.
Page 1 of 11
NOW, THEREFORE, the parties agree as follows:
1. SCOPE OF SERVICES: The City shall perform and complete the Project and
Scope of Work.
2. PURPOSE: The City agrees that the sole purpose of this Contribution is to
contribute funding for work related to the construction of the Project only.
3. TERM OF AGREEMENT: The term of this Agreement shall be for 30 months,
beginning September 1, 2019. The Agreement may be extended by 12 months
upon written agreement of the City and the County. The Board of Supervisors
expressly grants to the County Administrative Officer of the County of San Luis
Obispo the authority to extend the Agreement pursuant to this Section. The City
Council also grants the City Manager the authority to extend the agreement
pursuant to this Section. Any such extension shall not increase or change the
County's obligations pursuant to this Agreement.
4. CONTRIBUTION: The County hereby agrees to transfer to City the sum of One
Million Four Hundred Thirty-five Thousand Two Hundred Sixty and 00/100
Dollars ($1,435,260) ("Contribution") designated as a contribution to the Project
for work related solely to the construction of the Project and for no other
purpose. Said Contribution shall be transferred by the County to City within sixty
(60) days of the County receiving an invoice from the City. The City shall provide
the County with written notification of the City's intention to initiate the PSE and
R/W phases of the Project.
City understands and agrees that said Contribution is for the amount specified
herein and the County has no obligation to award further, additional or ongoing
contributions beyond the terms of this Agreement.
REPORTING: The City shall prepare and submit a report upon the earlier of. 1)
Sixty (60) days after the completion of the Project or 2) Sixty (60) days after the
end of the fiscal year in which the Contribution is transferred to the City, and should
include the following: 1) final report of the Project budget, 2) actual project results
reported in meaningful, measurable terms, and 3) this report shall be signed and
dated by the City Manager or project manager. The City shall provide, at the
County's request, any other required or needed reports related to the expenditure of
these funds on the Project.
Should City fail to expend the Contribution on Project as proposed in Exhibit A,
City shall repay all or any portion of the Contribution not expended on the Project
or improperly expended.
Page 2 of 11
Should City fail to complete construction of the Project on or before December 31,
2028, the County shall require the City to repay the Contribution in full.
6. ADMINISTRATIVE PROVISIONS: Notwithstanding anything herein to the
contrary, the City is subject to the provisions of the applicable state and local laws
and the City's Articles of Incorporation and Bylaws.
7. ACCOUNTING: The City shall comply with all applicable accounting regulations
and standards.
8. AUDITS:
A. The City shall maintain such records and accounts in accordance with
general accounting practices. In addition, the City shall maintain such
records and accounts as may be required by the County. County may make
its own audit of City's Project accounts at any time, if County so desires.
Financial records should clearly demonstrate that the Contribution has been
spent for the intended purpose within the Scope of Work (Exhibit A).
B. The County shall have the right through its representative, and at all
reasonable times, to inspect such books and records related to the Project;
and City hereby agrees that all such records and instruments are available
to the County. All State and Federal tax returns of City insofar as this
Agreement is concerned shall also be made available to the County for
accounting purposes if requested.
9. INDEMNIFICATION: To the fullest extent permitted by law, City shall indemnify,
defend, and hold harmless the County and its officers, agents, employees, and
volunteers from and against all claims, demands, damages, liabilities, loss, costs,
and expense (including attorney's fees and costs of litigation) of every nature
arising out of or in connection with City's performance or attempted performance
hereunder or its failure to comply with any of its obligations contained in the
Agreement, except such loss or damage which was caused by sole negligence or
willful misconduct of the County.
10. INSURANCE: City shall procure and maintain for the duration of the contract
insurance against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the work hereunder by the City,
its agents, representatives, or employees.
Minimum Scope acid Limit of Insurance.
Coverage shall be at least as broad as:
Page 3 of 11
A. Commercial General Liability Insurance Policy "CGL"
Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence"
basis for bodily injury and property damage, including products -completed
operations, personal injury and advertising injury, with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.
B. Business Automobile Liability Policy ("BAL")
ISO Form Number CA 0001 covering, Code 1 (any auto), or if City has no owned
autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per
accident for bodily injury and property damage.
C. Workers' Compensation and Employers' Liability Insurance
Policy ("WC/EL" )
Insurance as required by the State of California, with Statutory Limits, and
Employer's Liability Insurance with limit of no less than $1,000,000 per accident
for bodily injury or disease. If City will provide leased employees, or, is an
employee leasing or temporary staffing firm or a professional employer
organization (PEO), coverage shall also include an Alternate Employer
Endorsement (providing scope of coverage equivalent to ISO policy form WC 00
03 01 A) naming the County as the Alternate Employer, and the endorsement form
shall be modified to provide that County will receive not less than thirty (30) days
advance written notice of cancellation of this coverage provision. If applicable to
City's operations, coverage also shall be arranged to satisfy the requirements of any
federal workers or workmen's compensation law or any federal occupational
disease law.
If the City maintains higher limits than the minimums shown above, the County
requires and shall be entitled to coverage for the higher limits maintained by the
City.
D. Professional Liability/Errors and Omissions
Insurance covering City's liability arising from or related to this Contract, with
limits of not less than $1 million per claim and $2 million aggregate. Further, City
understands and agrees it shall maintain such coverage for a period of not less than
three (3) years following this Agreement's expiration, termination or cancellation.
Page 4 of 11
Other Insurance Provisions: The insurance policies are to contain, or be endorsed
to contain, the following provisions:
E. Additional Insured Status
The County, its officers, officials, employees, and volunteers are to be covered as
insureds on the auto policy with respect to liability arising out of automobiles
owned, leased, hired or borrowed by or on behalf of the City; and on the CGL policy
with respect to liability arising out of work or operations performed by or on behalf
of the City including materials, parts, or equipment furnished in connection with
such work or operations. General liability coverage can be provided in the form of
an endorsement to the City's insurance (at least as broad as ISO Form CG 20 10, 11
85 or both CG 20 10 and CG 23 37 forms if later revisions used).
F. Primary Coverage
For any claims related to this contract, the City's insurance coverage shall be
primary insurance as respects the County, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the County, its officers,
officials, employees, or volunteers shall be excess of the City's insurance and shall
not contribute with it.
G. Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled,
except after thirty (30) days' prior written notice (10 days for non-payment) has
been given to the County.
H. Failure to Maintain Insurance
City's failure to maintain or to provide acceptable evidence that it maintains the
required insurance shall constitute a material breach of the Contract, upon which
the County immediately may withhold payments due to City, and/or suspend or
terminate this Contract. The County, at its sole discretion, may obtain damages
from City resulting from said breach.
I. Waiver of Subrogation
City hereby grants to County a waiver of any right to subrogation which any insurer
of said City may acquire against the County by virtue of the payment of any loss
under such insurance. City agrees to obtain any endorsement that may be necessary
to affect this waiver of subrogation, but this provision applies regardless of whether
or not the County has received a waiver of subrogation endorsement from the
insurer.
Page 5 of 11
Deductibles and Self -Insured Retentions
Any deductibles or self -insured retentions must be declared to and approved by the
County. The County may require the City to provide proof of ability to pay losses
and related investigations, claim administration, and defense expenses within the
retention.
K. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less
than A: VII, unless otherwise acceptable to the County.
L. Claims Made Policies: If any of the required policies provide
coverage on a claims -made basis:
1. The Retroactive Date must be shown and must be before the date of the
contract or the beginning of contract work.
2. Insurance must be maintained, and evidence of insurance must be
provided for at least five (S) years after completion of the contract of
work.
3. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a Retroactive Date prior to the contract
effective date, the City must purchase "extended reporting" coverage
for a minimum of five (S) years after completion of contract work.
M. Separation of Insureds
All liability policies shall provide cross -liability coverage as would be afforded by
the standard ISO (Insurance Services Office, Inc.) separation of insureds provision
with no insured versus insured exclusions or limitations.
N. Verification of Coverage
City shall furnish the County with original certificates and amendatory
endorsements or copies of the applicable policy language effecting coverage
required by this clause. All certificates and endorsements are to be received and
approved by the County before work commences. However, failure to obtain the
required documents prior to the work beginning shall not waive the City's obligation
to provide them. The County reserves the right to require complete, certified copies
of all required insurance policies, including endorsements required by these
specifications, at any time.
Page 6 of 11
Certificates and copies of any required endorsements shall be sent to:
County of San Luis Obispo
Administrative Office
1055 Monterey Street, Room D430
San Luis Obispo, CA 93408
O. Subcontractors
City shall require and verify that all subcontractors maintain insurance meeting all
the requirements stated herein.
P. Special Risks or Circumstances
County reserves the right to modify these requirements, including limits, based on
the nature of the risk, prior experience, insurer, coverage, or other special
circumstances.
Q. Sexual Misconduct Liability
Insurance covering actual or alleged claims for sexual misconduct and/or
molestation with limits of not less than $2 million per claim and $2 million
aggregate, and claims for negligent employment, investigation, supervision,
training or retention of, or failure to report to proper authorities, a person(s) who
committed any act of abuse, molestation, harassment, mistreatment or maltreatment
of a sexual nature.
11. NON-DISCRIMINATION: City shall not discriminate against any person or class
of persons in violation of any and all federal, state and local non-discrimination
laws.
12. COMPLIANCE WITH ALL LAWS: City agrees to abide by all laws and
regulations applicable to the expenditure of County funds, including but not limited
to, the audit of the expenditure of these funds for compliance with regulations and
the inclusion of provisions guaranteeing compliance with all labor laws and
regulations pertinent to public funds.
13. SEVERABILITY: The invalidity of any provision of the Agreement shall not affect
the validity or enforceability of any other provision of the Agreement.
14. REMEDIES NOT EXCLUSIVE: The use by either party of any remedy specified
herein for the enforcement of the Agreement is not exclusive and shall not deprive
the party using such remedy of or limit the application of, any other remedy
provided by law.
Page 7 of 11
15. LAW: This Agreement has been executed and delivered in the State of California
and the validity, enforceability and interpretations of any of the clauses of the
Agreement shall be determined and governed by the laws of the State of California.
16. VENUE: San Luis Obispo County shall be the venue for any action or proceeding
that may be brought or arise out of, in connection with or by reason of this
Agreement.
17. ENTIRE AGREEMENT AND MODIFICATIONS: This Agreement supersedes all
previous Agreements and constitutes the entire understanding of the parties hereto.
City shall be entitled to no other benefits than those specified herein. No changes,
amendments, or modifications shall be effective unless in writing and signed, in
advance of the effective date of the change, amendment or modification, by both
parties. City specifically acknowledges that in entering into and executing this
Agreement, City relies solely upon the provisions contained herein and no other
Agreement or oral discussions prior to entering into this Agreement.
18. NO WAIVER: The failure to exercise any right or enforce any remedy contained
in this Agreement shall not operate as or be construed to be a waiver or
relinquishment of the exercise of such right or remedy, or of any right or remedy
herein contained.
19. HEADINGS: The headings and other captions contained in this Agreement are for
convenience only and shall not be used in interpreting, construing or enforcing of
any provisions of this Agreement. This Agreement has been prepared through the
efforts of all parties hereto and shall not be construed against any party as the
draftsman.
20. NON -ASSIGNMENT OF AGREEMENT: This Agreement is intended to secure
specialized services of City and thus City shall not assign, transfer, delegate or
sublet this Agreement, or any interest therein, without the prior written consent of
the County, and any such assignment, transfer, delegation or sublet without the
County's prior written consent shall be considered null and void.
21. NOTICES: Any notices, demands or communication, under or in connection with
this Agreement may be served upon County by personal service, or by mailing the
same by regular mail and directed to County at:
County of San Luis Obispo
County Administrator's Office
1055 Monterey Street, Room D430
San Luis Obispo, CA 93408
ATTN: Wade Horton
Page 8 of 11
and may be likewise served on City at:
City of San Luis Obispo
City Manager's Office
990 Palm Street, Room #1
San Luis Obispo, CA 93401
ATTN: Derek Johnson
Page 9 of 11
IN WITNESS WHEREOF, the County has executed this Agreement and the City has
caused this Agreement to be approved by its City Council and to be executed by a duly authorized
office, all as of the day and year first above written.
AGREED TO ON THE DAY AND YEAR SET FORTH ABOVE.
ATTEST
WADE MON-
Clerk of the Board of Supervisors
COUNTY OF SAN LUIS OBISPO
is r :� . � • �
AUTHORIZED BY BOARD ACTION
M';Aw!,1 .11.�7I:•1
�
APPROVED AS TO FORM AND LEGAL EFFECT
RITA L. NEAL
County Counsel
By:
Assistant County Counsel
Date: 11 1. 4rqI q
City o an Luis Obispo
By:
Derek Jo son, City Manager
Date: 0 11 19
Z,j
Page 10 of 11
EXHIBIT A
SCOPE OF WORK
Phase I construction of the Prado Road Interchange including extension of Dalidio/Prado Road
over Highway 101 (4 vehicle lanes in addition to turn pockets, 2 buffered bike lanes, median, & 2
protected class I bicycle/pedestrian paths), reconstruction of the NB 101 ramp to the new elevation
of the overcrossing, a new NB Auxiliary lane between the Prado & Madonna interchanges, and
appurtenances such as utilities, lighting, & drainage facilities.
Page 11 of 11